Common use of Ownership of the Premises Clause in Contracts

Ownership of the Premises. The Company or a Subsidiary has good and marketable title to the real property described on Schedule 4.18(a) of the Company Disclosure Schedule and to all of the buildings, structures and other improvements located thereon (collectively, the "Owned Real Property") free and clear of all Liens, except for (i) the Liens described in said Schedule 4.18(a), (ii) Liens for Taxes not yet due and payable, or Liens for Taxes being contested in good faith which are not material or for which adequate reserves have not been taken in accordance with GAAP, (iii) mechanics' and materialmen's liens and similar lien for amounts not more than 60 days overdue or which are being contested in good faith for which final judgments have not been entered and (iv) easements, rights-of-way and other non-monetary encumbrances and other title defects that do not, individually or in the aggregate, materially diminish the value of the Owned Real Property as currently used, occupied and operated, or interfere in any material respect with, or materially increase the cost of, the use, occupancy or operation of the applicable parcel of Owned Real Property as currently used, occupied and operated (col- lectively, the "Permitted Owned Real Property Exceptions"). The Owned Real Property constitutes all of the real property owned by the Company and its Subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) any certificates of occupancy ("CO") or the equivalent thereof and other permits or approvals required with respect to the buildings, structures and improvements on any of the Owned Real Property have been obtained and are currently in effect, proper and valid; and (ii) to the Knowledge of the Company, there is no reasonable basis or ground for revocation or limitation of any CO issued for the Owned Real Property or the Leased Real Property (as defined below). To the Knowledge of the Company, no written notice from any city, county or other Governmental Entity has been received by the Company or any of its Subsidiaries requiring or calling attention to the need for any material work, repair, construction, alteration or installation on, or in connection with, the Owned Real Property.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Richton International Corp), Agreement and Plan of Merger (FRS Capital Co LLC)

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Ownership of the Premises. The Company or a Subsidiary has good and marketable title to the real property described on Schedule 4.18(a) of the Company Disclosure Schedule and to all of the buildings, structures and other improvements located thereon (collectively, the "Owned Real Property") free and clear of all Liens, except for (i) the Liens described in said Schedule 4.18(a), (ii) Liens for Taxes not yet due and payable, or Liens for Taxes being contested in good faith which are not material or for which adequate reserves have not been taken in accordance with GAAP, (iii) mechanics' and materialmen's liens and similar lien for amounts not more than 60 days overdue or which are being contested in good faith for which final judgments have not been entered and (iv) easements, rights-of-way and other non-monetary encumbrances and other title defects that do not, individually or in the aggregate, materially diminish the value of the Owned Real Property as currently used, occupied and operated, or interfere in any material respect with, or materially increase the cost of, the use, occupancy or operation of the applicable parcel of Owned Real Property as currently used, occupied and operated (col- lectivelycollectively, the "Permitted Owned Real Property Exceptions"). The Owned Real Property constitutes all of the real property owned by the Company and its Subsidiaries. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) any certificates of occupancy ("CO") or the equivalent thereof and other permits or approvals required with respect to the buildings, structures and improvements on any of the Owned Real Property have been obtained and are currently in effect, proper and valid; and (ii) to the Knowledge of the Company, there is no reasonable basis or ground for revocation or limitation of any CO issued for the Owned Real Property or the Leased Real Property (as defined below). To the Knowledge of the Company, no written notice from any city, county or other Governmental Entity has been received by the Company or any of its Subsidiaries requiring or calling attention to the need for any material work, repair, construction, alteration or installation on, or in connection with, the Owned Real Property.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Deere & Co)

Ownership of the Premises. The Company or a Subsidiary has good and marketable title to the real property described on Schedule 4.18(a4.17(a) of the Company Disclosure Schedule Letter and to all of the buildings, structures and other improvements located thereon (collectively, the "Owned Real Property") free and clear of all Liens, except for (i) the Liens described in said Schedule 4.18(a4.17(a), (ii) Liens for Taxes taxes not yet due and payable, or Liens for Taxes being contested in good faith which are not material or for which adequate reserves have not been taken in accordance with GAAP, (iii) mechanics' and materialmen's materialmens' liens and similar lien for amounts not more than 60 days overdue or which are being contested in good faith for which final judgments have not been entered and (iv) easements, rights-of-way and other non-monetary encumbrances and other title defects that do not, individually or in the aggregate, materially diminish the value of the Owned Real Property as currently used, occupied and operated, or interfere in any material respect with, or materially increase the cost of, the use, occupancy or operation of the applicable parcel of Owned Real Property as currently used, occupied and operated (col- lectivelycollectively, the "Permitted Owned Real Property Exceptions"). The Owned Real Property constitutes all of the real property owned by the Company and its Subsidiaries, other than real property, the ownership of which is not material to the business of the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any certificates of its Subsidiaries is in violation of any building code, special use permit, zoning ordinance, deed restriction, covenant, subdivision or urban redevelopment plans, or other applicable law, rule or regulation relating to the Owned Real Property; (ii) the Company and each of its Subsidiaries, as the case may be, has a current, valid certificate of occupancy or the equivalent thereof in the applicable jurisdiction ("CO") or the equivalent thereof and other permits or approvals required with respect to the buildings), structures and improvements on any for each of the Owned Real Property have been obtained where a CO is required and are currently the use of the Owned Real Property is in effect, proper and valid; conformity with the relevant CO and (iiiii) no proceeding is currently pending or, to the Knowledge of the Company, there is no reasonable basis or ground for threatened regarding the revocation or limitation of any CO issued for the Owned Real Property or the Leased Real Property (as defined below), and there is no reasonable basis or ground for any such revocation for any of the Owned Real Property or Leased Real Property. To the Knowledge of the Company, no written notice from any city, county or other Governmental Entity in the United States has been received by the Company or any of its Subsidiaries requiring or calling attention to the need for any material work, repair, construction, alteration or installation on, or in connection with, the Owned Real Property.

Appears in 1 contract

Samples: Agreement and Plan of Merger (International Flavors & Fragrances Inc)

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Ownership of the Premises. The Company or a Subsidiary has good and marketable title to the real property described on Schedule 4.18(a4.17(a) of the Company Disclosure Schedule Letter and to all of the buildings, structures and other improvements located thereon (collectively, the "Owned Real PropertyOWNED REAL PROPERTY") free and clear of all Liens, except for (i) the Liens described in said Schedule 4.18(a4.17(a), (ii) Liens for Taxes taxes not yet due and payable, or Liens for Taxes being contested in good faith which are not material or for which adequate reserves have not been taken in accordance with GAAP, (iii) mechanics' and materialmen's materialmens' liens and similar lien for amounts not more than 60 days overdue or which are being contested in good faith for which final judgments have not been entered and (iv) easements, rights-rights- of-way and other non-monetary encumbrances and other title defects that do not, individually or in the aggregate, materially diminish the value of the Owned Real Property as currently used, occupied and operated, or interfere in any material respect with, or materially increase the cost of, the use, occupancy or operation of the applicable parcel of Owned Real Property as currently used, occupied and operated (col- lectivelycollectively, the "Permitted Owned Real Property ExceptionsPERMITTED OWNED REAL PROPERTY EXCEPTIONS"). The Owned Real Property constitutes all of the real property owned by the Company and its Subsidiaries, other than real property, the ownership of which is not material to the business of the Company and its Subsidiaries, taken as a whole. Except as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any certificates of its Subsidiaries is in violation of any building code, special use permit, zoning ordinance, deed restriction, covenant, subdivision or urban redevelopment plans, or other applicable law, rule or regulation relating to the Owned Real Property; (ii) the Company and each of its Subsidiaries, as the case may be, has a current, valid certificate of occupancy or the equivalent thereof in the applicable jurisdiction ("CO") or the equivalent thereof and other permits or approvals required with respect to the buildings), structures and improvements on any for each of the Owned Real Property have been obtained where a CO is required and are currently the use of the Owned Real Property is in effect, proper and valid; conformity with the relevant CO and (iiiii) no proceeding is currently pending or, to the Knowledge of the Company, there is no reasonable basis or ground for threatened regarding the revocation or limitation of any CO issued for the Owned Real Property or the Leased Real Property (as defined below), and there is no reasonable basis or ground for any such revocation for any of the Owned Real Property or Leased Real Property. To the Knowledge of the Company, no written notice from any city, county or other Governmental Entity in the United States has been received by the Company or any of its Subsidiaries requiring or calling attention to the need for any material work, repair, construction, alteration or installation on, or in connection with, the Owned Real Property.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bush Boake Allen Inc)

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